Civil Liability Professional Indemnity Insurance Policy

Transcription

1 Civil Liability Professional Indemnity Insurance Policy The insurer is AAI Limited ABN AFSL trading as GIO. This product is distributed by Resilium Pty Ltd ABN AFSL

2 Civil Liability Professional Indemnity Insurance Policy Important notices affecting this Policy...3 Introduction...6 Definitions...6 Act of Terrorism... 6 Claim... 6 Documents... 6 Excess... 6 Inquiring Body... 6 Inquiry Costs... 6 Insured... 6 Insured Costs... 6 Insurer... 6 Limit of Indemnity... 6 North America... 6 Period of Insurance... 6 Policy... 6 Principal... 6 Professional Services... 6 Retroactive Date... 6 Schedule... 6 Insurance Preamble...7 Insuring Clause... 7 Limit of Indemnity... 7 Insured Costs... 7 Excess... 7 Aggregation of Claims... 7 Insurance Clarification...7 Libel or Slander... 7 Contractual Liability... 7 Trade Practices Act... 7 Intellectual Property... 7 Sub-contractors and Consultants... 7 Automatic Extensions...8 Continuous Cover... 8 Lost Documents... 8 Inquiry Costs... 8 Dishonesty of Employees... 8 Automatic Reinstatement... 8 Joint Venture Liability... 9 Exceptions...9 Prior Claims or Known Circumstances... 9 Asbestos... 9 Directors and Officers Liability... 9 Trading Debts... 9 Dishonest, Fraudulent or Criminal Acts... 9 Employer s Liability... 9 Radioactivity... 9 War... 9 Subrogation Waiver... 9 Assumption of Liability... 9 Fines, Penalties, Punitive or Aggravated Damages... 9 Liquidated Damages... 9 Controlling or Financial Interests...10 Terrorism

3 General Conditions...10 Claims Notifications...10 No Admission of Liability...10 Claims Conduct...10 Claims Settlement...10 Assisting with Claims...10 Other Insurance...10 Cancellation...10 Governing Law...10 Severability and Nonimputation...10 Payment of Premium...11 Territorial and Jurisdictional Limits of Cover...11 Goods and Services Tax...11 Material Change

4 Important notices affecting this Policy These notices do not form part of the Policy. Duty of Disclosure Before you enter into a contract of general insurance with an insurer, you have a duty, under the Insurance Contracts Act 1984, to disclose to the insurer every matter that you know, or could reasonably be expected to know, is relevant to the insurer s decision whether to accept the risk of insurance, and if so, on what terms. You have the same duty to disclose those matters to the insurer before you renew, extend, vary or reinstate a contract of general insurance. Your duty, however, does not require disclosure of any matter: z that diminishes the risk to be undertaken by the insurer; z that is of common knowledge; z that your insurer knows or, in the ordinary course of his business, ought to know; z as to which compliance with your duty is waived by the insurer. Non-disclosure If you fail to comply with your duty of disclosure, the insurer may be entitled to reduce its liability under the contract in respect of a claim, refuse to pay the claim or may cancel the contract. If your non-disclosure is fraudulent, the insurer may also have the option of avoiding the contract from its beginning. Claims Made and Notified Basis of Coverage This Civil Liability Professional Indemnity Insurance Policy is issued on a Claims made and Notified basis. This means that the Insuring Clause responds to: a. claims first made against you during the period of insurance and notified to the insurer during the period of insurance, provided that you were not aware at any time prior to the policy inception of circumstances which would have put a reasonable person in your position on notice that a claim may be made against him/her; and b. written notification of facts pursuant to section 40(3) of the Insurance Contracts Act The facts that you may decide to notify, are those which might give rise to a claim against you. Such notification must be given as soon as reasonably practicable after you become aware of the facts and prior to expiry of the period of insurance. If you give written notification of facts the policy will respond even though a claim arising from those facts is made against you after the policy has expired. For your information, s40(3) of the Insurance Contracts Act 1984 is set out below; S40(3) Where the insured gave notice in writing to the insurer of facts that might give rise to a claim against the insured as soon as was reasonably practicable after the insured became aware of those facts but before the insurance cover provided by the contract expired, the insurer is not relieved of liability under the contract in respect of the claim when made by reason only that it was made after the expiration of the period of the insurance cover provided by the contract. When the period of insurance expires, no new notification of facts can be made on the expired policy even though the event giving rise to the claim against you may have occurred during the period of insurance. Retroactive Date You will not be entitled to indemnity under your new policy in respect of any claim resulting from an act, error or omission occurring or committed by you prior to the retroactive date, where one is specified in the policy terms offered to you. Subrogation Waiver This policy contains a provision that has the effect of excluding or limiting the Insurer s liability in respect of a liability incurred solely by reason of the Insured entering into a deed or agreement excluding, limiting or delaying the legal rights of recovery against another. Average provision If your policy provides for Costs in Addition to the limit of indemnity and if a payment in excess of the limit of indemnity available under your policy has to be made to dispose of a claim, the insurer s liability for costs and expenses incurred with its consent shall be such proportion thereof as the amount of indemnity available under this policy bears to the amount paid to dispose of the claim payments. 3

5 Privacy statement This privacy statement is issued on behalf of Resilium Pty Limited and AAI Limited trading as GIO (collectively we ) and relates only to those personal and commercial general insurance products issued by AAI Limited. We are members of the Suncorp Group, which we ll refer to simply as the Group. Why do we collect personal information? Personal information is information or an opinion about an identified individual or an individual who is reasonably identifiable. We collect your personal information so that either one of us can: z identify you and conduct appropriate checks; z understand your requirements and provide you with a product or service; z set up, administer and manage our products, systems and services, including the management and administration of underwriting and claims; z provide you with financial product advice; z assess and investigate any claims you make under one or more of our products; z manage, train and develop our employees and representatives; z manage complaints and disputes, and report to dispute resolution bodies; and z get a better understanding of you, your needs, your behaviours and how you interact with us, so we can engage in product and service research, development and business strategy including managing the delivery of our services and products via the ways we communicate with you. What happens if you don t give us your personal information? If we ask for your personal information and you don t give it to us, we may not be able to provide you with any, some, or all of the features of our products or services. How we handle your personal information We collect your personal information directly from you and, in some cases, from other people or organisations. We also provide your personal information to other related companies in the Group, and they may disclose or use your personal information for the purposes described in Why do we collect personal information? in relation to products and services they may provide to you. They may also use your personal information to help them provide products and services to other customers, but they ll never disclose your personal information to another customer without your consent. Under various laws we will be (or may be) authorised or required to collect your personal information. These laws include the: Anti-Money Laundering and Counter-Terrorism Financing Act 2006, Personal Property Securities Act 2009, Corporations Act 2001, Autonomous Sanctions Act 2011, Income Tax Assessment Act 1997, Income Tax Assessment Act 1936, Income Tax Regulations 1936, Tax Administration Act 1953, Tax Administration Regulations 1976, A New Tax System (Goods and Services Tax) Act 1999 and the Australian Securities and Investments Commission Act 2001 as those laws are amended and includes any associated regulations. We will use and disclose your personal information for the purposes we collected it as well as purposes that are related, where you would reasonably expect us to. We may disclose your personal information to and/or collect your personal information from: z other companies within the Group and other trading divisions or departments within the same company (please see our Group Privacy Policy for a list of brands/companies); z any of our Group joint ventures where authorised or required; z customer, product, business or strategic research and development organisations; z data warehouses, strategic learning organisations, data partners, analytic consultants; z social media and other virtual communities and networks where people create, share or exchange information; z publicly available sources of information; z clubs, associations, member loyalty or rewards programs and other industry relevant organisations; z a third party that we ve contracted to provide financial services, financial products or administrative services for example: z information technology providers, z administration or business management services, consultancy firms, auditors and business management consultants, z marketing agencies and other marketing service providers, z claims management service providers z print/mail/digital service providers, and z imaging and document management services; z a third party claimant or witnesses in a claim; z accounting or finance professionals and advisers; z any intermediaries, including your agent, adviser, a broker, representative or person acting on your behalf, other Australian Financial Services Licensee or our authorised representatives, advisers and our agents; z in the case of a relationship with a corporate partner such as a bank or a credit union, the corporate partner and any new incoming insurer; z government, statutory or regulatory bodies and enforcement bodies; z policy or product holders or others who are authorised or noted on the policy as having a legal interest, including where you are an insured person but not the policy or product holder; z the Financial Ombudsman Service or any other external dispute resolution body; z other insurers, reinsurers, insurance investigators and claims or insurance reference services, loss assessors, financiers; z legal and any other professional advisers or consultants; z hospitals and, medical, health or wellbeing professionals; 4

6 z debt collection agencies; and z any other organisation or person, where you ve asked them to provide your personal information to us or asked us to obtain personal information from them. We ll use a variety of methods to collect your personal information from, and disclose your personal information to, these persons and organisations, including written forms, telephone calls and via electronic delivery. We may collect and disclose your personal information to these persons and organisations during the information life cycle, regularly, or on an ad hoc basis, depending on the purpose of collection. Overseas Disclosure Sometimes, we need to provide your personal information to or get personal information about you from persons or organisations located overseas, for the same purposes as in Why do we collect personal information? The complete list of countries is contained in our Group Privacy Policy, which can be accessed at or you can call us for a copy. From time to time, we may need to disclose your personal information to, and collect your personal information from, other countries not on this list. Nevertheless, we will always disclose and collect your personal information in accordance with privacy laws. How to access and correct your personal information or make a complaint You have the right to access and correct your personal information held by us and you can find information about how to do this in the Suncorp Group Privacy Policy. The Policy also includes information about how you can complain about a breach of the Australian Privacy Principles and how we ll deal with such a complaint. You can get a copy of the Suncorp Group Privacy Policy. Please use the contact details in Contact Us. Contact us For more information about our privacy practices including accessing or correcting your personal information, making a complaint or obtaining a list of overseas countries you can contact us. For commercial general insurance products, eg business package: z Visit z Speak to us directly by phoning your Resilium Adviser, or one of our Customer Service Officers on ; or z us at info@resilium.com.au General Insurance Code of Practice The Insurer has adopted the General Insurance Code of Practice (the Code ) developed by the Insurance Council of Australia. The Code is designed to promote good relations and good insurance practice between insurers, intermediaries and consumers. The Code sets out what the Insurer must do when dealing with all insured entities. Further details about the Code may be obtained by contacting the Insurer at any one of the locations shown at the back of this Policy document. Insurer s Complaints Handling Procedures Resolving your complaints If you think we have let you down in any way, or our service is not what you expect (even if through one of our agents or representatives), please tell us so we can help. You can tell us by phone, in writing or in person. Should you tell us in writing it will help to send us the full details of your complaint together with any supporting documents and an explanation of what you want us to do. If you would like to come in to talk to us face to face, please call and we will arrange an appointment for a meeting. What we will do to resolve your complaint When you first let us know about your complaint or concern the person trying to resolve your complaint will listen to you, consider the facts and contact you to resolve your complaint as soon as possible, usually within 24 hours. If you are not satisfied with this person s decision on your complaint, then it will be referred to the relevant Operational Manager, who will contact you within 5 working days. Should you not be satisfied with the Operational Manager s decision, then it will be referred to the General Manager (or their delegate). We will send you our final decision within 15 working days from the date you first made your complaint. What if you are not satisfied with our final decision? We expect our procedures will deal fairly and promptly with your complaint. However if you are not satisfied with our final decision there are external dispute remedies such as mediation, arbitration or legal action. 5

7 Introduction Please read this Policy carefully to ensure that it meets your requirements. It is written on a Claims made and notified basis, which means that, subject to the Continuous Cover clause, it will only respond to Claims first made against the Insured and notified to the Insurer during the Period of Insurance. Any word or expression to which a specific meaning has been attached shall bear that specific meaning wherever it may appear. Definitions For the purpose of this Policy: Act of Terrorism means an act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organisation(s) or government(s), which from its nature or context is done for, or in connection with, political, religious, ideological, ethnic or similar purposes or reasons, including the intention to influence any government or to put the public, or any section of the public, in fear. Claim means any demand made by a third party upon the Insured for compensation, however conveyed, including a writ, statement of claim, application or other legal or arbitral process. Documents means deeds, wills, agreements, maps, plans, records, written or printed books, letters, certificates, written or printed documents or forms of any nature (excluding any bearer bonds, coupons, bank or currency notes or other negotiable instruments) which is the property of the Insured or for which the Insured is responsible. Excess means the amount shown in the Schedule and represents the first amount which is payable by the Insured in respect of any compensation, claimant s costs and expenses or Insured Costs arising out of or in respect of any one Claim made against the Insured or in respect of any Inquiry Costs arising out of any one notice. Inquiring Body means a court, tribunal or legally constituted industry or professional board. Inquiry Costs means necessary and reasonable legal costs and expenses incurred by the Insured arising out of any notice requiring the Insured s attendance at an inquiry or hearing held before an Inquiring Body. Insured means: i. the legal entity or entities specified in the Schedule; and/or ii. past and/or present employees of the legal entity or entities specified in the Schedule, but only in his or her capacity as such; and/or iii. any past and/or present Principal of the legal entity or entities specified in the Schedule, but only in his or her capacity as such; and/or iv. the estate, heirs, legal representatives or legal assigns of any natural person insured under this Policy in the event of the death or legal incapacity of such person. Insured Costs means all necessary and reasonable costs and expenses incurred by the Insurer, or by the Insured with the Insurer s prior written consent, in defending, investigating or settling any Claim or Claims (not being Inquiry Costs or claimant s costs and expenses). Insurer means AAI Limited ABN AFSL trading as GIO. Limit of Indemnity means the Limit of Indemnity as shown in the Schedule. North America means the United States of America and Canada and in each case its territories and protectorates. Period of Insurance means the Period of Insurance as shown in the Schedule. Policy means the Schedule, the terms of this policy and any endorsements. Principal means a sole practitioner, a partner of a firm or a director of a company. Professional Services means the professional business described in the Schedule, and no other, of the legal entity or entities specified in the Schedule. Retroactive Date means the Retroactive Date shown in the Schedule. Schedule means the current Schedule issued by the Insurer to the Insured. 6

8 Insurance Preamble The Insured and the Insurer agree that the Insurer will provide insurance on the terms of this Policy. Insuring Clause The Insurer will indemnify the Insured against civil liability for compensation and claimant s costs and expenses in respect of any Claim or Claims first made against the Insured and notified to the Insurer during the Period of Insurance resulting from the conduct of the Professional Services but not in respect of any such Claim or Claims resulting from any act, error or omission occurring or committed prior to the Retroactive Date. Limit of Indemnity The liability of the Insurer for compensation and claimant s costs and expenses in respect of all Claims first made against the Insured and notified to the Insurer during the Period of Insurance shall not exceed the Limit of Indemnity. Insured Costs The Insurer will, in addition to the Limit of Indemnity, pay Insured Costs, provided that if the total amount of compensation and claimant s costs and expenses required to dispose of the Claim or Claims exceeds the Limit of Indemnity, the liability of the Insurer for such Insured Costs shall be only that proportion which the Limit of Indemnity bears to the total amount of compensation and claimant s costs and expenses required to dispose of the Claim or Claims. Excess The Insured is liable for the amount of any compensation, claimant s costs and expenses or Insured Costs that are collectively less than the Excess for each Claim. The Excess is deducted from compensation, claimant s costs and expenses payable before the application of the Limit of Indemnity. The Insured is liable for the amount of any Inquiry Costs that is less than the Excess for each notice. The Excess is deducted from Inquiry Costs payable before the application of the aggregate limit stated in paragraph (e) of the Inquiry Costs Automatic Extension. The Insurer has no liability for the amount of compensation, claimant s costs and expenses, Insured Costs or Inquiry Costs that is less than the Excess for each Claim or notice. The Insured agrees that the Excess must be retained by the Insured and is to remain uninsured. Aggregation of Claims All Claims arising out of, based upon, attributable to or in respect of a single act, error or omission or series of acts, errors or omissions consequent upon or attributable to one source or original cause shall be considered to be a single Claim and shall attract one Excess. For the purposes of the Inquiry Costs Automatic Extension, all notices arising out of, based upon, attributable to or in respect of any one inquiry or hearing shall be considered to be a single notice and shall attract one Excess. Insurance Clarification For the purposes of clarifying the scope of cover under the Insuring Clause of this Policy, the Insuring Clause includes civil liability for: Libel or Slander Libel or Slander, provided that: 1. the libel or slander is committed by the Insured in the course of carrying on their Professional Services; 2. the Insured did not intend to publish the libel and slander with express malice. Contractual Liability Contractual liability, provided that: 1. the Insurer will not be liable for any liability assumed by the Insured under any express warranty, guarantee, hold harmless agreement, indemnity clause or the like unless such liability would have attached to the Insured in the absence of such agreement. 2. where a Claim is an alleged breach of contract the Insurer will not reduce their liability by the mere fact that contributory negligence is not available as a defence. Trade Practices Act Claims made under the Trade Practices Act, provided that the Insurer will not indemnify the Insured for Claims made where such Claim arises: 1. under the penal or criminal provisions of any of the Trade Practices Act 1974 (Cwth), the Fair Trading Act 1987 (NSW), or similar legislation in other States; or 2. from conduct of the Insured which is fraudulent or intended to mislead or deceive. However the Insurer will only exclude such Claims where it is established by final adjudication that the Insured breached the penal or criminal provisions of the Acts, or where the conduct was established by final adjudication to be fraudulent or intended to mislead or deceive. Intellectual Property Infringement of rights of intellectual property, provided that the act, error or omission by the Insured is unintentional and is committed in the course of carrying on the Professional Services. Sub-contractors and Consultants Acts, errors or omissions of sub-contractors and consultants, provided that the Insurer will only indemnify the Insured for its civil liability in connection with the Professional Services provided by the sub-contractor and/or consultant. Indemnity will not extend to the sub-contractor and/or consultant who committed the act, error or omission. 7

9 Automatic Extensions These Automatic Extensions are subject to all the terms of the Policy, unless otherwise stated. The total of all payments made under the Automatic Extensions will be part of and not in addition to the Limit of Indemnity, unless otherwise stated. Continuous Cover Where the Insured: 1. first became aware of facts or circumstances that might give rise to a Claim, prior to the Period of Insurance; and 2. had not notified the Insurer of such facts or circumstances prior to the Period of Insurance, then the Prior Claims or Known Circumstances exception will not apply to any notification during the Period of Insurance of any Claim resulting from such facts or circumstances, provided that: a. there is an absence of fraudulent noncompliance with the Insured s duty of disclosure and an absence of fraudulent misrepresentation by the Insured in respect of such facts or circumstances; and b. the Insured has been continuously insured, without interruption at the time of the notification of the Claim to the Insurer, under a professional indemnity policy issued by the Insurer and was insured by the Insurer at the time when the Insured first became aware of such facts or circumstances; and c. the Insurer may reduce its liability under the Policy to the extent of any prejudice the Insurer may suffer in connection with the Insured s failure to notify the facts or circumstances giving rise to a Claim prior to the Period of Insurance. Lost Documents The Insurer will, in the event of loss of or damage to Documents occurring in connection with the Professional Services, indemnify the Insured against all costs and expenses reasonably incurred by the Insured in replacing or restoring such Documents. Provided that: a. such loss or damage is sustained during the Period of Insurance while the Documents are either in transit or in the custody of the Insured or of any person to whom the Insured has entrusted them in the course of the normal conduct of the Professional Services; and b. the amount of any claim for such costs and expenses shall be supported by bills and accounts which shall be subject to approval by a solicitor to be nominated by the Insurer with the consent of the Insured or if such consent is withheld, by the President of the Law Society of whatever State where the Policy was issued; and c. the Insurer shall not be liable in respect of loss or damage caused by riot or civil commotion. Inquiry Costs The Insurer may, if it considers it reasonable to do so, indemnify the Insured for Inquiry Costs. Provided that: a. the notice requiring the Insured s attendance at the inquiry or hearing is first received by the Insured and notified to the Insurer during the Period of Insurance; and b. such attendance arises directly from conduct allegedly committed by the Insured in carrying on their Professional Services; and c. such indemnity is subject to the written consent of the Insurer prior to the incurring of the Inquiry Costs; and d. regular or overtime wages, salaries or fees of the Insured are excluded from this indemnity; and e. the total liability of the Insurer under this clause shall not exceed $100,000 during the Period of Insurance. Dishonesty of Employees The Insurer will, notwithstanding the Dishonest, Fraudulent or Criminal Acts Exception, indemnify the Insured against civil liability for compensation and claimant s costs and expenses in respect of any Claim or Claims first made against the Insured and notified to the Insurer during the Period of Insurance resulting from any dishonest, fraudulent, criminal or malicious act or omission by any employee occurring or committed in connection with the Professional Services. The Insurer will in addition pay Insured Costs on the basis already set out in this Policy. Provided that nothing in this Automatic Extension shall require the Insurer to indemnify any employee who has perpetrated any such dishonest, fraudulent, criminal or malicious act or omission or who by act or omission has condoned any such act or omission. Automatic Reinstatement The Insurer agrees, in the event of exhaustion (or partial exhaustion) of the Limit of Indemnity solely by reason of indemnity for compensation and claimant s costs and expenses in respect of any Claim or Claims first made against the Insured and notified to the Insurer during the Period of Insurance, to reinstate (or partially reinstate in the case of partial exhaustion) the Limit of Indemnity in respect of compensation and claimant s costs and expenses. Provided that: 1. the Insurer s liability for any single Claim will not exceed the Limit of Indemnity; and 2. the aggregate liability of the Insurer under this Policy will not exceed the sum of the Limit of Indemnity and, in the event of exhaustion or partial exhaustion of the Limit of Indemnity, a single reinstatement of the Limit of Indemnity, save that the Insurer will in addition pay Insured Costs on the basis already set out in this Policy. 8

10 Joint Venture Liability The Insurer will indemnify the Insured against civil liability for compensation and claimant s costs and expenses in respect of any Claim or Claims first made against the Insured and notified to the Insurer during the Period of Insurance resulting from the Insured s participation in any joint venture in connection with the Professional Services. Provided that: 1. the indemnity given shall only relate to the Insured s proportion of any liability incurred by such joint venture; and 2. the Insured s income derived from participation in such joint venture shall have been included in the calculation of income furnished by the Insured for the purposes of calculating the premium for this Policy. The Insurer will in addition pay Insured Costs on the basis already set out in this Policy. Exceptions Prior Claims or Known Circumstances The Insurer shall not be liable in respect of: a. any Claim first made against the Insured prior to the inception of the Period of Insurance; or b. any Claim, liability, compensation, Inquiry Costs, claimant s costs and expenses or Insured Costs directly or indirectly arising from or in respect of any facts or circumstances which: i. the Insured knew, prior to the inception of the Period of Insurance, might give rise to a Claim, liability, compensation, Inquiry Costs, claimant s costs and expenses or Insured Costs which might be covered under this Policy; or ii. iii. a reasonable person in the Insured s position would have thought, prior to the inception of the Period of Insurance, might give rise to a Claim, liability, compensation, Inquiry Costs, claimant s costs and expenses or Insured Costs which might be covered under this Policy; or were or could be notified under any insurance that was in force prior to the inception of the Period of Insurance. The Insurer shall not be liable in respect of any Professional Services, Claim, liability, compensation, Inquiry Costs, claimant s costs and expenses or Insured Costs: Asbestos arising directly or indirectly from or in respect of asbestos, asbestos fibres or derivatives of asbestos. Directors and Officers Liability arising directly or indirectly from or in respect of the Insured s functions and duties as a director and/or officer of the Insured or any legal entity, corporation or other incorporated body. Trading Debts arising directly or indirectly from or in respect of any trading debt incurred, or any guarantee in respect of such debt given, by the Insured. Dishonest, Fraudulent or Criminal Acts arising directly or indirectly from or in respect of any dishonest, fraudulent, criminal or malicious act or omission by the Insured. Employer s Liability arising directly or indirectly from or in respect of: a. the death, bodily injury, disease or illness of any Insured arising out of or in the course of or in respect of his/her employment; or b. a breach of any obligation owed by an Insured to an Insured. Radioactivity arising directly or indirectly from or in respect of ionising radiation or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel or from the radioactive, toxic, explosive or other hazardous properties of any explosive nuclear device or assembly, or a nuclear component thereof. War arising directly or indirectly from or in respect of any consequence of war, invasion, act of foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection or military or usurped power. Subrogation Waiver arising directly or indirectly from or in respect of any liability which is incurred or affected by reason of the Insured at any time entering into a deed or agreement excluding, limiting or delaying the Insured s legal rights of recovery against another. Assumption of Liability arising directly or indirectly from or in respect of any liability which is assumed by the Insured outside the normal course of the Professional Services. Fines, Penalties, Punitive or Aggravated Damages arising directly or indirectly from or in respect of fines or penalties including civil penalties, punitive or aggravated damages. Liquidated Damages arising directly or indirectly from or in respect of liquidated damages imposed upon the Insured by contract or agreement, except to the extent that the Insured would have been liable for that damage in the absence of any such contract or agreement. 9

11 Controlling or Financial Interests arising directly or indirectly from or in respect of work undertaken for or on behalf of any company related to any Insured which for the purposes of this Policy includes: a. any other Insured; or b. any subsidiary of an Insured; or c. any company of which an Insured has or has held at least a 20% financial interest and has had or has board representation on that company. Terrorism arising directly or indirectly from or in respect of: a. any Act of Terrorism; or b. any action taken in controlling, preventing, suppressing or in any way relating to any Act of Terrorism. General Conditions Claims Notifications Every Claim made against the Insured shall be notified to the Insurer as soon as practicable and in any event prior to expiry of the Period of Insurance, and every letter, demand writ summons and legal process pertaining to such Claim shall be forwarded to the Insurer as soon as practicable after receipt. All Claim notifications to the Insurer must be sent to: Resilium Professional Risks Professional and Financial Risks Notification Centre GPO Box 346 Sydney NSW 2001 Telephone: Facsimile: lodgeresiliumclaim@gio.com.au It is the Insured s responsibility to ensure that such notification has been forwarded to and has been received by the Professional and Financial Risks Notification Centre. No Admission of Liability No admission, offer, promise or indemnity shall be made or given by or on behalf of the Insured without the written consent of the Insurer. Claims Conduct The Insurer shall be entitled to take over and conduct in the name of the Insured the defence or settlement of any Claim and shall have full discretion in the conduct of any proceedings and in the settlement of any Claim. Claims Settlement Should the Insured object to a proposal by the Insurer to settle or compromise any Claim and wish to contest or litigate the matter, then the Insured may so elect, provided that the Insurer s liability in respect of any such Claim so contested or litigated shall not exceed the amount for which, but for such election, it could have been settled or compromised by the Insurer, together with costs and expenses payable in accordance with the terms of this Policy and incurred up to the time of such election, but subject always to the Excess and to the Limit of Indemnity. Assisting with Claims The Insured shall give all such assistance as the Insurer may reasonably require but none of them shall be required to contest any legal proceedings if it objects to doing so unless a Senior Counsel or a person of similar authority (appointed by mutual agreement between the Insured and the Insurer and paid for by the Insurer) shall advise such proceedings could be contested to the extent that there is a reasonable probability of success. Other Insurance If at the time any Claim arises under this Policy there is any other insurance in force covering the same liability the Insured shall promptly notify to the Insurer full details of such other insurance, including the identity of the insurer and the policy number, and such further information as the Insurer may reasonably require. Cancellation The Insured may cancel this Policy at any time in writing to the Insurer. Upon receipt of such request, the Insurer will retain a short period premium calculated on its short term rates for the time it has been on risk and the Insured will receive a refund of any balance of the premium actually paid. The Insurer may cancel this Policy in accordance with the Insurance Contracts Act 1984 by giving notice in writing to the Insured of the date from which such cancellation is to take effect. Governing Law The Policy will be governed in accordance with law of the State or Territory of Australia in which the Policy was issued. Any disputes relating to interpretation will be submitted to the exclusive jurisdiction of the courts of Australia. Severability and Nonimputation Where this Policy insures more than one party, any failure on the part of any of the parties to: a. comply with the Duty of Disclosure in terms of the Insurance Contracts Act 1984; or b. comply with any obligation in terms of this Policy; or 10

12 c. refrain from conduct which is dishonest, fraudulent, criminal or malicious, shall not prejudice the right of the remaining party or parties to indemnity in terms of this Policy, provided that such remaining party or parties shall: i. be entirely innocent of and have had no prior knowledge of any such failure; and ii. as soon as practicable after becoming aware of any such failure, advise the Insurer in writing of all its relevant circumstances. Payment of Premium The Insured must pay the premium specified in the Schedule for the Period of Insurance to the Insurer by the Due Date. The Due Date is on or before thirty days after the inception date of the Period of Insurance specified in the Schedule or such other time that the Insurer agrees in writing. If the Insured fails to pay the premium by the Due Date, the Insurer is entitled to cancel this Policy in accordance with the Insurance Contracts Act Territorial and Jurisdictional Limits of Cover This Policy provides cover for: a. any civil liability resulting from the conduct of the Professional Services anywhere in the world, except for any civil liability resulting from: i. the conduct of the Professional Services within North America; or ii. the provision of professional services to persons in North America as part of the conduct of the Professional Services; or iii. any act, error or omission occurring within North America. and b. Claims made anywhere in the world, except for those Claims; i. brought in a court of law, arbitration, tribunal, forum or other body entitled to impose enforceable orders against the Insured in North America; or ii. arising from the enforcement of any judgment, order or award in respect of any action brought in any court of law, arbitration, tribunal or other judicial body in North America. Goods and Services Tax As part of the premium, the Insurer will charge the Insured an amount on account of GST. The Insured must inform the Insurer of the extent to which it is entitled to an input tax credit for that GST amount each time that it notifies a Claim under this Policy. No payment will be made to the Insured for any GST liability that it may incur on the settlement of a Claim if it does not inform the Insurer of its entitlement or correct entitlement to an input tax credit. Despite the other terms of this Policy, the Insurer s liability to the Insured will be calculated taking into account any input tax credit to which the Insured is entitled for any acquisition which is relevant to the Claim, or to which it would have been entitled had it made a relevant acquisition. GST, input tax credit, acquisition and supply have the meaning given in A New Tax System (Goods and Services Tax) Act Material Change The Insured must notify the Insurer as soon as reasonably practicable of any material change in the risk insured by this Policy 11

13 Contact your Resilium Adviser or: phone Customer Service or Claims web This insurance is issued by AAI Limited ABN AFSL trading as GIO. Level 18, 36 Wickham Terrace, Brisbane Qld 4000 This product is distributed by Resilium Pty Ltd ABN AFSL R /03/14 A